Exhibit 3b

                         BY-LAWS

                            OF



                    E'TOWN CORPORATION




                         ARTICLE I

                       STOCKHOLDERS



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                             -1-

           Section 1.  Annual Meeting.  A meeting of the
stockholders of the company shall be held annually in the
State of New Jersey at a location selected by the Chairman
and approved by the Board of Directors between the hours of
eleven and twelve o'clock in the forenoon, on the first
Monday of May in each year, if not a legal holiday, and if a
legal holiday, then on the next succeeding Monday not a
legal holiday or at such other time and place during regular
business hours as may be fixed by the Board of Directors,
for the purpose of electing directors and for the
transaction of such other business as may be properly
brought before the meeting.

          Written notice of the Annual Meeting, stating the
day, hour and place thereof, and the business to be
transacted thereat, shall be mailed at least 10 days prior
to the meeting to each stockholder of record at his address
as the same appears on the stock books of the company.  A
failure to mail such notice, or any irregularity in such
notice, shall not affect the validity of any annual meeting,
or of any proceedings at any such meeting.

          Section 2.  Notice of Stockholder Business.
(1)  At an annual meeting of the stockholders, only such
business shall be conducted as shall have been brought
before the meeting (a) pursuant to the company's notice of
meeting, (b) by or at the direction of the Board of
Directors or (c) by any stockholder of the company who is a
stockholder of record at the time of giving of the notice
provided for in this By-law, who shall be entitled to vote
at such meeting and who complies with the notice procedures
set forth in this By-law.
        (2)  For business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of
paragraph 1 of this By-law, the stockholder must have given
timely notice thereof in writing to the Secretary of the
company.  To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal office
of the company not less than 60 days nor more than 90 days
prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that
the date of the meeting is changed by more than 30 days from
such anniversary date, notice by the stockholder to be
timely must be received no later than the close of business
on the 10th day following the earlier of the day on which
notice of the date of the meeting was mailed or public
disclosure was made.  A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder
proposes to bring before the meeting (a) a brief description
of the business desired to be brought before the meeting and
the reasons for conducting such business at the meeting, (b)
the name and address, as they appear on the company's books,
of the stockholder proposing such business, and the name and
address of the beneficial owner, if any, on whose behalf the
proposal is made, (c) the class and number of shares of the
company which are owned beneficially and of record by such
stockholder of record and by the beneficial owner, if any,
on whose behalf the proposal is made, together with
documentary support for any claim of beneficial ownership,
and (d) any material interest of such stockholder of record
and the beneficial owner, if any, on whose behalf the
proposal is made in such business.

          (3)  Notwithstanding anything in these By-laws to
the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth
in this By-law.  The Chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting and in
accordance with the procedures prescribed by these By-laws,
and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before
the meeting shall not be transacted.  Notwithstanding the
foregoing provisions of this By-law, a stockholder shall
also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder with respect to the matters set
forth in this By-law.


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          Section 3.  Special Meetings.  Special meetings of
the stockholders of the company may be held in the State of
New Jersey at a location selected by the Chairman and
approved by the Board of Directors, or at such other place
as may be fixed by the Board of Directors, whenever called
in writing by the Chairman, by a vote of the Board of
Directors, or upon written request addressed to the
Secretary by stockholders holding at least forty per cent
(40%) of the capital stock.  Such request shall state the
purpose or purposes of the proposed meeting.

          Written notice of each special meeting, stating
the day, hour and place thereof, and the business to be
transacted thereat, shall be mailed at least 10 days prior
to the meeting to each stockholder of record at his address
as the same appears on the stock books of the company.
Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

          Section 4.  Quorum.  At any meeting of the
stockholders the holders of the majority of the capital
stock issued and outstanding, present in person or
represented by proxy, shall constitute a quorum for all
purposes.

          If the holders of the amount of stock necessary to
constitute a quorum shall fail to attend in person or by
proxy at the time and place fixed by these By-laws for an
annual meeting, or fixed by notice as above provided for a
special meeting, a majority in interest of the stockholders
present in person or by proxy may adjourn, from time to
time, until holders of the amount of stock requisite to
constitute a quorum shall attend.

          Section 5.  Voting.  At each meeting of the
stockholders every stockholder shall be entitled to vote in
person, or by proxy appointed by instrument in writing,
subscribed by said stockholder or by his duly authorized
attorney, and delivered to the inspectors at the meeting;
and each stockholder shall have one vote for each share of
capital stock having voting powers standing registered in
his name, but no share of capital stock shall be voted on at
any meeting which has been transferred on the books of the
company subsequent to the record date fixed by the Board of
Directors.

          All voting for election of Directors shall be by
ballot.

          At each meeting of the stockholders a full, true
and complete list in alphabetical order of all stockholders
entitled to vote at such meeting, and indicating the number
of shares held by each, certified by the Secretary or by the
Treasurer, shall be furnished for the inspection of any
stockholder for reasonable periods during the meeting. Only
the persons in whose names shares of capital stock stand on
the books of the company, as evidenced by the list of the
stockholders so furnished, shall be entitled to vote in
person or by proxy on the shares so standing in their names.

          Section 6.  Inspectors.  At each meeting of the
stockholders the polls shall be opened and closed, the
proxies and ballots shall be received and taken in charge,
and all questions touching the qualifications of voters and
the validity of proxies and the acceptance or rejection of a
voter, shall be decided upon by one or more inspectors. The
inspectors shall be appointed by the Chairman of the meeting
and the inspectors shall be sworn to faithfully perform
their duties, and shall, in writing, certify the returns
showing the result of the election or ballot.  The
inspectors may or may not be stockholders, but any inspector
may not be a candidate for the office of Director.  In case
of failure to appoint inspectors, the stockholders at any
meeting may elect an inspector or inspectors to act at the
meeting.  The Board of Directors may also appoint one or
more inspectors to discharge the duties set forth above in
respect of the qualification and tabulation of written
consents of stockholders without a meeting.


                        ARTICLE II

                    BOARD OF DIRECTORS


          Section 1.  Management of Company.  The property,
business, and affairs of the company shall be managed and
controlled by its Board of Directors.

          The Directors shall act only as a board and the
individual Directors shall have no power as such.

          Section 2.  Number, Term of Office and 
Qualifications of Board.  The Board of Directors shall
consist of not less than eleven (11) persons nor more than
fifteen (15) persons, subject to change from time to time by
the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors
(whether or not there exist any vacancies in previously
authorized directorships at the time any such resolution is
presented to the Board for adoption). Directors need not be
stockholders.  No person who has reached age 72 shall stand
for election or re-election as a Director.

          The term of office of the various Directors shall
be as provided in Article Fourth of the Corporation's
Certificate of Incorporation.

          Section 3.  Nominations of Directors.  (1)  Only
persons who are nominated in accordance with the procedures
set forth in these By-laws shall be eligible to serve as
Directors.  Nominations of persons for election to the Board
of Directors of the company may be made at a meeting of
stockholders (a) by or at the direction of the Board of
Directors or (b) by any stockholder of the company who is a
stockholder of record at the time of giving of notice
provided for in this By-law, who shall be entitled to vote
for the election of Directors at the meeting and who
complies with the notice procedures set forth in this By-
law.

          (2)  Nominations by stockholders shall be made
pursuant to timely notice in writing to the Secretary.  To
be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal office of the company
(a) in the case of an annual meeting, not less than 60 days
nor more than 90 days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is changed by
more than 30 days from such anniversary date, notice by the
stockholder to be timely must be so received not later than
the close of business on the 10th day following the earlier
of the day on which notice of the date of the meeting was
mailed or public disclosure was made, and (b) in the case of
a special meeting at which Directors are to be elected, not
later than the close of business on the 10th day following
the earlier of the day on which notice of the date of the
meeting was mailed or public disclosure was made.  Such
stockholder's notice shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or
reelection as a Director all information relating to such
person that is required to be disclosed in solicitations of
proxies for election of Directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a
nominee and to serving as a Director if elected); (b) as to
the stockholder giving the notice (i) the name and address,
as they appear on the company's books, of such stockholder
and (ii) the class and number of shares of the company which
are beneficially owned by such stockholder and also which
are owned of record by such stockholder; and (c) as to the
beneficial owner, if any, on whose behalf the nomination is
made, (i) the name and address of such person, (ii) the
class and number of shares of the company which are
beneficially owned by such person, and (iii) documentary
support for such claim of beneficial ownership.  At the
request of the Board of Directors, any person nominated by
the Board of Directors for election as a Director shall
furnish to the Secretary that information required to be set
forth in a stockholder's notice of nomination which pertains
to the nominee.

          (3)  Except as provided in Section 4 of this
Article II, no person shall be eligible to serve as a
Director of the company unless nominated in accordance with
the procedures set forth in this By-law.  The Chairman of
the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these By-laws,
and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of this By-law, a
stockholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder with
respect to the matters set forth in this By-law.

          Section 4.  Vacancies.  Whenever any vacancy shall
occur in the Board, including a vacancy caused by an
increase in the number of Directors, it may be filled by a
majority of the remaining Directors, even though less than a
quorum.

          Section 5.  Place of Meeting.  The Directors may
hold their meetings, and keep the books of the company at
the office of the company in Westfield, New Jersey, or at
such other place or places as the Board from time to time
may lawfully determine.

          Section 6.  Regular Meetings.  Regular meetings of
the Board of Directors shall be held monthly on the third
Thursday of each month, if not a legal holiday, and if a
legal holiday, then on the next succeeding Thursday not a
legal holiday (or at such other time as may be fixed by the
Board of Directors).  No notice shall be required for any
such regular meetings of the Board.

          Section 7.  Special Meetings.  Special meetings of
the Board of Directors shall be held whenever called by the
Chairman, President, or by not less than one-third of the
Directors for the time being in office.

          The Secretary shall give notice of each special
meeting by mailing the same at least two days before the
meeting or by telegraphing the same at least one day before
the meeting to each Director, but such notice may be waived
by any Director.  At any time at which every Director shall
be present, even though without notice, any business may be
transacted.

          Section 8.  Quorum.  A majority of the Board of
Directors for the time being in office shall constitute a
quorum for the transaction of business, but if at any
meeting of the Board there be less than a quorum present a
majority of those present may adjourn the meeting from time
to time until a quorum shall be present.

          Section 9.  Committees.  The Board of Directors
may delegate, from time to time, to suitable committees any
duties that are required to be executed during the intervals
between the meetings of the Board, and such committee shall
report to the Board of Directors when and as required.

          Section 10.  Designation of Depositories.  The
Board of Directors shall designate the trust company, or
trust companies, bank or banks in which shall be deposited
the money or securities of the company.

          Section 11.  Contracts with Directors, etc.
Inasmuch as the Directors of this company are or may be
persons of large and diversified business interest, and are
likely to be connected with other corporations with which
from time to time this company must have business dealings,
no material contract or other transaction between this
company and any other corporation shall be affected by the
fact that Directors of this company are interested in, or
are Directors or Officers of, such other corporation.

          The Board of Directors in its discretion may
submit any contract or act for approval or ratification at
any annual meeting of the stockholders, or at any meeting of
the stockholders called for the purpose of considering any
such act or contract; and any contract or act that shall be
approved or be ratified by the vote of the holders of a
majority of the capital stock of the company which is
represented in person or by proxy at such meeting (provided
that a lawful quorum of stockholders be there represented in
person or by proxy) shall be valid and as binding upon the
company and upon all the stockholders as though it had been
approved or ratified by every stockholder of the company.

          Section 12.  Compensation of Directors.  For
attendance at any meeting of the Board of Directors or
participation in such meeting as provided in Section 13
hereof, every Director may receive reasonable Director's
fees to be fixed by the Board for attendance at each
meeting.  The Board may provide for the payments to
committee members of reasonable fees for attendance at a
meeting of a committee.

          Section 13.  Compensation of Officers and 
Employees.  The compensation of all Officers shall be fixed
by the Board of Directors and of all employees not mentioned
in these By-laws by the Officer or Officers so authorized by
the Board of Directors.

          Section 14.  Telephone Meetings.  Any regular or
special meeting of the Board or any committee may be held
entirely or partially by telephone conference call or
similar communication equipment provided that all members of
the Board or any committee are able to hear each other at
one time.


                        ARTICLE III

                         OFFICERS


          Section 1.  Enumeration of, Election, Removal of.
The Officers of the company shall be a Chairman, President,
Secretary, Treasurer, and such other Officers as shall from
time to time be provided for by the Board of Directors. The
Chairman and President shall be Directors of the company and
any one person may hold any two or more of the offices
enumerated above, as the Board of Directors may provide.
The Officers of the company shall be appointed at the first
meeting of the Board of Directors after the annual election
of Director's, which may be on the day of the annual
election, and they shall hold office for one year, and until
their respective successors shall have been duly appointed
and qualified, provided, however, that all Officers, agents
and employees of the company shall be subject to removal at
any time by the affirmative vote of a majority of the whole
Board of Directors.  In its discretion, the Board of
Directors, by a vote of the majority thereof, may leave
unfilled for such period as it may fix by resolution any
office.

          Section 2.  Powers and Duties of Chairman.  The
Chairman shall preside at all meetings of the stockholders
and the Board of Directors.  He shall have general charge
and supervision of the business of the company.  He may sign
and execute all authorized bonds, debentures, contracts,
notes or obligations in the name of the company, and with
the Treasurer, and Assistant Treasurer, or Secretary, or
Assistant Secretary, may sign all certificates of the share
in the capital stock of the company.  He shall from time to
time make such reports of the affairs of the company as the
Board of Directors may require and shall annually present a
report of the preceding year's business to the Board of
Directors, which report may be read at the annual meeting of
the stockholders.  He shall do and perform such other duties
as may be from time to time assigned to him by the Board of
Directors.

          Section 3.  Powers and Duties of President.  The
President shall possess the powers and may perform the
duties of the Chairman in his absence or disability.  He
shall have charge of the general management of the company
under the supervision of the Chairman.  He may sign and
execute all authorized bonds, debentures, contracts, and
with the Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, may sign all certificates of the shares
of the capital stock of the company.  He shall do and
perform such other duties as may be from time to time
assigned to him by the Board of Directors.

          Section 4.  Powers and Duties of Secretary.  The
Secretary shall keep the minutes of all meetings of the
stockholders and all meetings of the Board of Directors. He
shall attend to the giving and service of all notices of the
company; he may sign with the Chairman, President, Executive
Vice President or Vice President in the name of the company
all contracts authorized by the Board of Directors and when
required by the Board of Directors, or permitted by these
By-laws he shall affix the seal of the company thereto; he
shall have charge of all books and papers as the Board of
Directors may direct, all of which shall, at all reasonable
times, be open to the examination of any Director, upon
application at the office of the company during business
hours; he may sign with the Chairman, President, Executive
Vice President or a Vice President, all certificates of
shares of capital stock; he shall in general perform all of
the duties incident to the office of the Secretary, subject
to the control of the Board of Directors and shall do and
perform such other duties as may from time to time be
assigned to him by the Board of Directors.

          Section 5.  Powers and Duties of Treasurer.  The
Treasurer shall have custody of all funds and securities of
the company; when necessary or proper, he shall endorse on
behalf of the company for collection, checks, notes and
other obligations, and shall deposit the same to the credit
of the company in such bank, or banks, or depository as the
Board of Directors may designate; he shall execute jointly
with such other Officer as may be designated by By-law or by
resolution of the Board of Directors, all bills of exchange
and promissory notes of the company; he may sign with the
Chairman, President, Executive Vice President, or a Vice
President, all certificates of shares in capital stock;
whenever required by the Board of Directors, he shall render
a statement of his cash account; he shall regularly in books
of the company to be kept by him for the purpose, keep a
full and accurate amount of all moneys received and paid by
him on account of the company; he shall, at all reasonable
times, exhibit his books and accounts to any Director of the
company upon application at the office of the company during
business hours; he shall perform all acts incident to the
position of Treasurer, subject to the control of the Board
of Directors; and he shall have such other powers and he
shall perform such other duties as may be assigned to him by
the Board of Directors, from time to time.  He shall give
bond for the faithful performance of his duties as Treasurer
as the Board of Directors may direct.
          Section 6.  Indemnification of Directors and 
Officers.  The company shall indemnify each Director or
Officer of the company and any person who, at the request of
the company, has served as a Director, Officer, or trustee
of another corporation in which the company has a financial
interest against reasonable costs, expenses and counsel fees
paid or incurred (including any judgments, fines or
reasonable settlements exclusive of any amount paid to the
company in settlement) in connection with the defense of any
action, suit or proceeding in which such person is named as
a party by reason of having been such Director, Officer, or
trustee or by reason of any action taken or not taken in
such capacity unless such Officer, Director or trustee is
finally adjudged to have been derelict in the performance of
his duties as Director, Officer or trustee.  If any action,
suit or proceeding is settled or otherwise terminated as
against such Director, Officer or trustee without a final
determination on the merits and the Board of Directors of
the company shall determine that such Director, Officer or
trustee has not in any substantial way been derelict in the
performance of his duties as charged in such action, suit or
proceeding, the company shall indemnify such Director,
Officer or trustee as aforesaid.

          Such rights of indemnification are not exclusive
of any rights to which a Director or Officer of the company
may have pursuant to statute or otherwise.


                        ARTICLE IV

                       CAPITAL STOCK


          Section 1.  Certificate of Shares.  Each holder of
capital stock of the company shall be entitled to a stock
certificate signed by the Chairman, President, or a Vice
President and either the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary,
certifying the number of shares owned by him in the
company.  However, when the certificate is signed by the
transfer agent, or an assistant transfer agent, or by a
transfer clerk on behalf of the company and a registrar, the
signature of the Chairman, President, Vice President,
Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary may be facsimiles.

          All certificates shall be consecutively numbered.
The name of the person owning the shares represented
thereby, with the number of such shares and the date of
issue, shall be entered in the company's books.
          No certificate shall be valid unless it is signed
as provided above in this Section 1 of Article IV of the
By-laws.

          All certificates surrendered to the company shall
be canceled, and no new certificate shall be issued until
the former certificate shall have been surrendered and
canceled, or such proof that the certificate has been lost,
damaged or destroyed as the Board of Directors may require
and in such event a new certificate may be issued, but the
Board of Directors may require such security as they deem
appropriate.

          Section 2.  Transfer of Shares.  Shares in the
capital stock of the company shall be transferred on the
books of the company by the holder thereof in person, or by
his attorney, upon surrender and cancellation of
certificates for a like number of shares.

          Section 3.  Rules and Regulations as to Issue, 
Transfer and Registration of Shares of Stock.  The Board of
Directors shall have power and authority to make all such
rules and regulations as they deem expedient concerning the
issue, transfer and registration of certificates for shares
of the capital stock of the company.  The Board of Directors
may appoint a transfer agent and registrar of transfers, and
require all stock certificates to bear the signature of such
transfer agent and of such registrar of transfers.

          Section 4.  Closing of Transfer Books.  The stock
transfer books may be closed for the meetings of the
stockholders, and for the payment of dividends, during such
periods as from time to time may be fixed by the Board of
Directors, and during such periods no stock shall be
transferrable.

          Section 5.  Fixing Date for Determination of 
Stockholders' Rights.  (1)  The Board of Directors is
authorized from time to time to fix in advance a date as a
record date for the determination of the stockholders
entitled to notice of and to vote at any meeting of
stockholders, or with regard to any other corporate action
or event, as provided in the New Jersey Business Corporation
Act, and in such case only stockholders of record on the
date so fixed shall be entitled to such notice of and to
vote at any such meeting, or to participate in or otherwise
be included with respect to any other corporate action or
event, and notwithstanding any transfer of any stock on the
books of the company after any such record date fixed as
aforesaid.  Any record date for determining stockholders
entitled to give a written consent to any action without a
meeting shall be fixed as provided in paragraph (2) of this
By-law.

          (2)  The Board of Directors may fix a record date
for determining the stockholders entitled to consent to
corporate action in writing without a meeting and may also
fix a date for tabulation of consents.  Such record date
shall not be more than 60 days before the date fixed for
tabulation of the consents or, if no date has been fixed for
tabulation, more than 60 days before the last day on which
consents received may be counted as provided by the New
Jersey Business Corporation Act.  Any stockholder of record
seeking to have the stockholders authorize or take corporate
action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record
date and a date for tabulation of consents. If no record
date has been fixed by resolution of the Board of Directors
within 10 days of the date on which such a request is
received, the record date for determining stockholders
entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is
required by applicable law, shall be the first date on which
a signed written consent setting forth the action taken or
proposed to be taken is delivered to the company by delivery
to its principal place of business to the attention of the
Secretary.  Delivery shall be by hand or by certified or
registered mail, return receipt requested.  If no record
date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable
law, the record date for determining stockholders entitled
to consent to corporate action in writing without a meeting
shall be at the close of business on the date on which the
Board of Directors adopts the resolution taking such prior
action. If no date for the tabulation of consents has been
fixed by the Board of Directors within 10 days of the date
on which the request described above is received, such
tabulation shall be the 55th day after the record date fixed
by the Board of Directors (or otherwise established)
pursuant to this By-law; provided, however, that if such day
falls on a Saturday, Sunday or legal holiday, the tabulation
date shall be the next following day which is not a
Saturday, Sunday or legal holiday.

          (3)  In the event of the delivery to the company
of a written consent or consents purporting to authorize or
take corporate action and/or related revocations (each such
written consent and related revocation is referred to in
this paragraph as a "Consent"), the Secretary shall provide
for the safekeeping of such Consent and shall conduct such
reasonable investigation as such Officer deems necessary or
appropriate for the purpose of ascertaining the validity of
such Consent and all matters incident thereto, including,
without limitation, whether the holders of shares having the
requisite voting power to authorize or take the action
specified in the Consent have given consent and whether the
corporate action purported to be authorized or taken may
legally be taken by the stockholders of the company;
provided, however, that if the Board of Directors designates
one or more inspectors in connection with such matters as
provided in Article I, Section 6 of these By-laws, such
inspectors shall discharge the functions of the Secretary
under this paragraph.  Notwithstanding any tabulation of
consents or investigation as described above, the Consent
shall not become effective as stockholder action until (i)
all requirements for notice to non-consenting stockholders
prescribed by the New Jersey Business Corporation Action are
met, and (ii) the final termination of any proceedings which
may have been commenced in any court of competent
jurisdiction for an adjudication of any legal issue incident
to determining the validity of the Consent has occurred,
unless such court shall have determined that such
proceedings are not being pursued expeditiously and in good
faith.  In conducting the investigation required by this
paragraph, the Secretary or the inspectors (as the case may
be) may, at the expense of the company, retain special legal
counsel and any other necessary or appropriate professional
advisors, and such other personnel as they may deem
necessary or appropriate, to assist them.


                         ARTICLE V

                         DIVIDENDS


          Section 1.  Dividends.  Dividends may be declared
by the Board of Directors from time to time as may be
permitted by the laws of the State of New Jersey, and shall
be payable at such times as the Board may determine.


                      ARTICLE VI

              CHECKS, NOTES, CONTRACTS, ETC.


          Section 1.  Checks and Notes.  Payment shall be
made by checks or check voucher, all of which shall be
signed by the Chairman, or President and the Treasurer or
Assistant Treasurer, or by any two Officers of the company
as the Board of Directors may from time to time direct,
except that the Board of Directors may provide by resolution
for special subsidiary checking accounts and their manner of
operation for payroll, dividend and other purposes.  Bills
receivable, drafts and other evidence of indebtedness to the
company, shall be endorsed for the purpose of discount or
collection by the Treasurer or Assistant Treasurer, or such
other Officer or Officers of the company as the Board of
Directors may from time to time by resolution designate.  No
bills or notes or other evidence of indebtedness shall be
executed by or on behalf of the company unless the Board of
Directors shall authorize the same.  Such authority may be
general or confined to specific instances.

          Section 2.  Contracts and Instruments.  The Board
of Directors may authorize any Officer or Officers, agent or
agents, to enter into any contract or execute and deliver
any conveyance or instrument in the name of and on behalf of
the company, and such authority may be general or confined
to specific instances.

          When the execution of any contract, conveyance or
other instrument has been authorized without specification
of the executing Officers, the Chairman, President,
Secretary or Treasurer may execute the same in the name and
behalf of the company and may affix the corporate seal and
attest thereto, unless otherwise directed or required by the
Board of Directors, or required by law.


                        ARTICLE VII

                 MISCELLANEOUS PROVISIONS


          Section 1.  Fiscal Year.  The fiscal year of the
company shall begin on the first day of January in each and
every year, and all accounts shall be brought up to the
close of the year.

         Section 2.  Principal Office.  The principal office
of this company shall be at 600 South Avenue, Westfield, New
Jersey, but the Board of Directors may at any regular or
special meeting change the place of such office, upon the
adoption of a resolution providing therefor by the votes of
at least two-thirds of its members.

          This company may have other offices at such places
as the Board of Directors shall designate and the business
of this company may require.

          Section 3.  Officers' Voting Stock.  The Chairman,
President, or a Vice President, shall have full power and
authority on behalf of this company to attend and act, and
to vote in person or by proxy at any meeting of stockholders
of any corporation in which this corporation may own and
hold stock, and at any such meeting shall possess and may
exercise any and all rights and powers incident to the
ownership of such stock and which, as the owner thereof, the
company might have possessed and exercised if present.  The
Board of Directors, by resolution, from time to time, may
confer like powers upon any person or persons.


                       ARTICLE VIII

                      CORPORATE SEAL


          Section 1.  The corporate seal of this company
shall be as shown by the following impression:






                        ARTICLE IX

                   AMENDMENT OF BY-LAWS


          Section 1.  These by-laws may be amended, altered
or repealed by the Board of Directors.